UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

For the quarterly period ended September 30, 2011March 31, 2012

OR

For the transition period from                    to                         

Commission file number 000-21318

O’REILLY AUTOMOTIVE, INC.

(Exact name of registrant as specified in its charter)

233 South Patterson Avenue

Springfield, Missouri 65802

(Address of principal executive offices, Zip code)

(417) 862-6708

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:

Common stock, $0.01 par value – 128,328,282126,090,574 shares outstanding as of October 31, 2011.April 30, 2012.

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

FORM 10-Q

Quarter Ended September 30, 2011March 31, 2012

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

Note: The balance sheet at December 31, 2010,2011, has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

See accompanying Notes to condensed consolidated financial statements.

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

See accompanying Notes to condensed consolidated financial statements.

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

See accompanying Notes to condensed consolidated financial statements.

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Note: Certain prior period amounts have been reclassified to conform to current period presentation.

See accompanying Notes to condensed consolidatingconsolidated financial statements.

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2011March 31, 2012

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of O’Reilly Automotive, Inc. and its subsidiaries (the “Company” or “O’Reilly”) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2011,March 31, 2012, are not necessarily indicative of the results that may be expected for the year ended December 31, 2011.2012. Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications had no effect on reported totals for assets, liabilities, shareholders’ equity, cash flows or net income. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.2011.

NOTE 2 – FAIR VALUE MEASUREMENTS

The Company uses the fair value hierarchy, which prioritizes the inputs used to measure the fair value of certain of its financial instruments. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company uses the income and market approaches to determine the fair value of its assets and liabilities. The three levels of the fair value hierarchy are set forth below:

The Company did not have transfers between levels within the hierarchy during the three months ended March 31, 2012 or 2011.

Fair value of financial instruments:

The carrying amounts of the Company’s senior notes are included in “Long-term debt, less current portion” on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2012, and December 31, 2011.

The table below identifies the estimated fair value of the Company’s senior notes, using the market approach, as of March 31, 2012, and December 31, 2011, which was determined by reference to quoted market prices (Level 1) (in thousands):

The accompanying Condensed Consolidated Balance Sheets include other financial instruments, including cash and cash equivalents, accounts receivable, amounts receivable from vendors and accounts payable. Due to the short-term nature of these financial instruments, the Company believes that the carrying values of these instruments approximate their fair values.

NOTE 3 – GOODWILL AND OTHER INTANGIBLE ASSETSINTANGIBLES

Goodwill:

Goodwill is reviewed annually on November 30 for impairment, or more frequently if events or changes in business conditions indicate that impairment may exist. Goodwill is not amortizable for financial statement purposes. During the three and nine months ended September 30, 2011,March 31, 2012, the Company recorded a decreasean increase in goodwill of less than $0.1 million, primarily due toresulting from adjustments to purchase price allocations related to small acquisitions, andslightly offset by the provision for income taxesexcess tax benefit related to exercises of stock options acquired in the 2008acquisition of CSK Auto Corporation (“CSK”) acquisition.. The Company did not record any goodwill impairment during the three or nine months ended September 30, 2011. For the threeMarch 31, 2012.

As of March 31, 2012, and nine months ended September 30,December 31, 2011, other than goodwill, the Company recorded amortization expense of $1.7 million and $4.7 million, respectively, related to amortizabledid not have any unamortizable intangible assets, which are included in “Other assets, net” on the accompanying Condensed Consolidated Balance Sheets. For the three and nine months ended September 30, 2010, the Company recorded amortization expense of $1.7 million and $6.6 million, respectively, related to amortizable intangible assets, which are included in “Other assets, net” on the accompanying Condensed Consolidated Balance Sheets. assets.

Intangibles other than goodwill:

The following table identifies the components of the Company’s amortizable and unamortizable intangible assetsintangibles as of September 30, 2011,March 31, 2012, and December 31, 20102011 (in thousands):

The Company recorded favorable lease assets included in the table above, were recorded in conjunction with the acquisition of CSK andCSK; these favorable lease assets represent the values of operating leases acquired with favorable terms. These favorable leases had an estimated weighted-average remaining useful life of approximately 10.210.1 years as of September 30, 2011. In addition,March 31, 2012. For the three months ended March 31, 2012 and 2011, the Company recorded a liability foramortization expense of $1.3 million, and $1.5 million, respectively, related to its amortizable intangible assets, which are included in “Other assets, net” on the accompanying Condensed Consolidated Balance Sheets.

The Company recorded unfavorable lease liabilities in conjunction with the acquisition of CSK; these unfavorable lease liabilities represent the values of operating leases acquired with unfavorable terms, acquired in the acquisition of CSK, totaling $49.4 million at September 30, 2011, and $49.6 million at December 31, 2010.terms. These unfavorable leases had an estimated weighted-average remaining useful life of approximately 5.95.6 years as of September 30, 2011. DuringMarch 31, 2012. For the three and nine months ended September 30,March 31, 2012 and 2011, the Company recognized an amortizedamortization benefit of $1.8$1.5 million, and $5.1$1.7 million, respectively, related to these unfavorable operating leases. During the three and nine months ended September 30, 2010, the Company recognized an amortized benefit of $1.8 million and $4.9 million, respectively, related to these unfavorable operating leases. The carrying amount, net of accumulated amortization, of these unfavorable lease liabilities was $24.4 million and $29.5 million as of September 30, 2011, and December 31, 2010, respectively, and isleases, which are included in “Other liabilities” on the accompanying Condensed Consolidated Balance Sheets. These unfavorable lease liabilities are not included as a component of the Company’s closed store reserves, which are discussed in Note 4.5.

NOTE 34 – LONG-TERM DEBT

The following table identifies the amounts included in “Current portion of long-term debt” and “Long-term debt, less current portion” on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2011,March 31, 2012, and December 31, 20102011 (in thousands):

Asset-basedUnsecured revolving credit facility:

On July 11, 2008, the Company entered into a credit agreement for a five-year asset-based revolving credit facility (the “ABL Credit Facility”), which was scheduled to mature in JulyIn January of 2013. At December 31, 2010, the Company had outstanding borrowings of $356.0 million under the ABL Credit Facility, of which $106.0 million were not covered under an interest rate swap contract. All outstanding borrowings under the ABL Credit Facility were repaid, and all related interest rate swap contracts were terminated on January 14, 2011, and the ABL Credit Facility was retired concurrent with the issuanceas amended in September of the Company’s 4.875% Senior Notes due 2021, as further described below. In conjunction with the retirement of the Company’s ABL Credit Facility, the Company recognized a one-time non-cash charge to write off the balance of debt issuance costs related to the ABL Credit Facility in the amount of $21.6 million and a one-time charge related to the termination of the Company’s interest rate swap contracts in the amount of $4.2 million, which are included in “Other income (expense)” on the accompanying Condensed Consolidated Statements of Income for the nine months ended September 30, 2011.

Unsecured revolving credit facility:

On January 14, 2011, the Company entered into a new credit agreement (the “Credit Agreement”), for a five-year $750$660 million unsecured revolving credit facility (the “Revolver”“Revolving Credit Facility”), arranged by Bank of America, N.A. (“BA”) and Barclays Capital,, which wasis scheduled to mature in JanuarySeptember of 2016. On September 9, 2011, the Company amended the credit agreement (the “Credit Agreement”), decreasing the aggregate commitments under the Revolver to $660 million, extending the maturity date on the Credit Agreement to September of 2016 and reducing the facility fee and interest rate margins for borrowings under the Revolver. In conjunction with the amendment to the Credit Agreement, the Company recognized a one-time charge related to the modification in the amount of $0.3 million, which is included in “Other income (expense)” on the accompanying Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2011. The Credit Agreement includes a $200 million sub-limit for the issuance of letters of credit and a $75 million sub-limit for swing line borrowings under the Revolver.Revolving Credit Facility. As described in the Credit Agreement governing the Revolver,Revolving Credit Facility, the Company may, from time to time subject to certain conditions, increase the aggregate commitments under the RevolverRevolving Credit Facility by up to $200 million. As of September 30,March 31, 2012, and December 31, 2011, the Company had outstanding letters of credit, primarily to satisfysupport obligations related to workers’ compensation, general liability and other insurance policies, in the amount of $68.1$57.8 million and $59.9 million, respectively, reducing the aggregate availability under the RevolverRevolving Credit Facility by that amount.those amounts. As of September 30,March 31, 2012, and December 31, 2011, the Company had no outstanding borrowings under the Revolver.Revolving Credit Facility.

Borrowings under the RevolverRevolving Credit Facility (other than swing line loans) bear interest, at the Company’s option, at either the Base Rate or Eurodollar Rate (both as defined in the Credit Agreement) plus a margin that varies from 0.975% to 1.600% in the case of loans bearing interest at the Eurodollar Rate and 0.000% to 0.600% in the case of loans bearing interest at the Base Rate, in each case based upon the better of the ratings assigned to the Company’s debt by Moody’s Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Rating Services (“S&P”).an applicable margin. Swing line loans made under the RevolverRevolving Credit Facility bear interest at the Base Rate plus the margin applicable margin described above.to Base Rate loans. In addition, the Company pays a facility fee on the aggregate amount of the commitments in an amount equal to a percentage of such commitments, varying from 0.150% to 0.400%commitments. The interest rate margins and facility fee are based upon the better of the ratings assigned to the Company’s debt by Moody’s Investor Service, Inc. and S&P.Standard & Poor’s Rating Services. Based onupon the Company’s current credit ratings at March 31, 2012, its margin for Base Rate loans is 0.275%was 0.200%, its margin for Eurodollar Rate loans is 1.275%was 1.200% and its facility fee is 0.225%was 0.175%.

The Credit Agreement contains certain debt covenants, which include limitations on total outstanding borrowings,indebtedness, a minimum fixed charge coverage ratio of 2.0 times through December 31, 2012; 2.25 times thereafter through December 31, 2014; and 2.5 times thereafter through maturity; and a maximum adjusted consolidated leverage ratio of 3.0 times through maturity. The consolidated leverage ratio includes a calculation of adjusted earnings before interest, taxes, depreciation, amortization, rent and stock optionstock-based compensation expense to

adjusted debt. Adjusted debt includes, without limitation, outstanding debt, outstanding stand-by letters of credit and six-times rent expense and excludes any premium or discount recorded in conjunction with the issuance of long-term debt. In the event that the Company should default on any covenant contained within the Credit Agreement, certain actions may be taken, including, but not limited to, possible termination of credit extensions, immediate paymentacceleration of outstanding principal amountamounts plus accrued interest and other amounts payable under the Credit Agreement and litigation from lenders. As of September 30, 2011,March 31, 2012, the Company remained in compliance with all covenants related tounder the borrowing arrangements.Credit Agreement.

Senior notes:

4.875% Senior Notes due 2021:

On January 14, 2011, the Company issued $500 million aggregate principal amount of unsecured 4.875% Senior Notes due 2021 (“4.875% Senior Notes due 2021”) at a price to the public of 99.297% of their face value with United Missouri Bank, N.A. (“UMB”) as trustee. Interest on the 4.875% Senior Notes due 2021 is payable on January 14 and July 14 of each year which began on July 14, 2011, and is computed on the basis of a 360-day year. The net proceeds from the issuance of the 4.875% Senior Notes due 2021 were used to repay all of the Company’s outstanding borrowings under its ABL Credit Facility and to pay fees and expenses related to the offering and costs associated with terminating the Company’s existing interest rate swap agreements, with the remainder used for general corporate purposes.

4.625% Senior Notes due 2021:

On September 19, 2011, the Company issued $300 million aggregate principal amount of unsecured 4.625% Senior Notes due 2021 (“4.625% Senior Notes due 2021”) at a price to the public of 99.826% of their face value with UMB as trustee. Interest on the 4.625% Senior Notes due 2021 is payable on March 15 and September 15 of each year beginning on March 15, 2012, and is computed on the basis of a 360-day year. The net proceeds from the issuance of the 4.625% Senior Notes due 2021 were used to pay fees and expenses related to the offering, with the remainder intended to be used to repay borrowings outstanding from time to time under the Revolver and for general corporate purposes, including share repurchases.

The senior notes are guaranteed on a senior unsecured basis by each of the Company’s subsidiaries (“Subsidiary Guarantors”) that incurs or guarantees the Company’s obligations under the Company’s credit facilityRevolving Credit Facility or certain other debt of the Company or any of the Subsidiary Guarantors. The guarantees are full and unconditional and joint and several. Each of the Subsidiary Guarantors is wholly-owned, directly or indirectly, by the Company and the Company has no independent assets or operations other than those of its subsidiaries. The only direct or indirect subsidiaries of the Company that would not be Subsidiary Guarantors would be minor subsidiaries. No minor subsidiaries exist today. Neither the Company, nor any of its Subsidiary Guarantors, are subject to any material or significant restrictions on the Company’s ability to obtain funds from its subsidiaries by dividend or loan or to transfer assets from such subsidiaries, except as provided by applicable law. Each of the senior notes is subject to certain customary covenants, with which the Company complied as of September 30, 2011.March 31, 2012.

NOTE 45 – EXIT ACTIVITIES

The Company maintains reserves for closed stores and other properties that are no longer utilized in current operations, as well asoperations.

The following table identifies the closure reserves for employee separation liabilities. Employee separation liabilities represent costs for anticipated payments, including payments required under various pre-existing employment arrangements with acquired CSK employees, which existedstores and administrative office and distribution facilities at the time of the acquisition, related to the planned involuntary termination of employees performing overlapping or duplicative functions. The Company completed all restructuring activities related to these employee separation liabilities duringMarch 31, 2012, and December 31, 2011 (in thousands):

Store, administrative office and the reserve had no remaining balance as of September 30, 2011.distribution facilities closure liabilities:

The Company accrues for closed property operating lease liabilities using a credit-adjusted discount rate to calculate the present value of the remaining non-cancelable lease payments, contractual occupancy costs and lease termination fees after the closing date, net of estimated sublease income. The closed property lease liabilities are expected to be paid over the remaining lease terms, which currently extend through April 30,23, 2023. The Company estimates sublease income and future cash flows based on the Company’s experience and knowledge of the market in which the closed property is located, the Company’s previous efforts to dispose of similar assets and existing economic conditions. Adjustments to closed property reserves are made to reflect changes in estimated sublease income or actual contracted exit costs, which vary from original estimates, and are made for material changes in estimates in the period in which the changes become known.

Revisions to estimates in closure reserves for stores and administrative office and distribution facilities include changes in the estimates of sublease agreements, changes in assumptions of various store and office closure activities, changes in assumed leasing arrangements and actual exit costs since the inception of the exit activities. Revisions to estimates for employee separation liabilities included changes in assumptions surrounding the timing requiredand additions or accretions to consolidate certain duplicative administration functions since the inception of the exit activities.

The following table identifies the closure reserves for stores and administrative office and distribution facilities are included in “Selling, general and reservesadministrative expenses” on the accompanying Condensed Consolidated Statements of Income for employee separation costs at September 30, 2011, and Decemberthe three months ended March 31, 2010 (in thousands):2012.

The cumulative amount incurred in closure reserves for stores from the inception of the exit activity through September 30, 2011,March 31, 2012, was $24.1$24.3 million. The cumulative amount incurred in administrative office and distribution facilities from the inception of the exit activity through September 30, 2011,March 31, 2012, was $9.8$9.9 million. The balance of both these reserves is included in “Other current liabilities” and “Other liabilities” on the accompanying Condensed Consolidated Balance Sheets based upon the dates when the reserves are expected to be settled. The cumulative amount incurred for employee separation liabilities from the inception of the exit activity was $29.2 million through September 30, 2011. The reserve balance for employee separation liabilities was included in “Accrued payroll” on the accompanying Condensed Consolidated Balance Sheets at December 31, 2010.

NOTE 5 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Interest rate risk management:

The Company entered into various interest rate swap contracts with various counterparties to mitigate cash flow risk associated with floating interest rates on outstanding borrowings under its ABL Credit Facility (see Note 3). The swap contracts were designated as cash flow hedges with interest payments designed to offset the interest payments for borrowings under the ABL Credit Facility that corresponded with the notional amounts of the swaps. The fair values of the Company’s outstanding hedges were recorded as a liability in the accompanying Condensed Consolidated Balance Sheets at December 31, 2010. The effective portion of the change in fair value of the Company’s cash flow hedges was recorded as a component of “Accumulated other comprehensive loss” and any ineffectiveness was recognized in earnings in the period of ineffectiveness. On September 16, 2010, one of the swap contracts was terminated at the Company’s request and was deemed to be ineffective as of the termination date. The Company recognized $0.1 million in “Other income (expense)” on the accompanying Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2010, as a result of the hedge ineffectiveness. All remaining interest rate swap contracts were terminated at the Company’s request on January 14, 2011, concurrent with the retirement of the ABL Credit Facility and the issuance of its 4.875% Senior Notes due 2021, as discussed in Note 3. As a result of this termination, the Company recognized a charge of $4.2 million, which was included as a component of “Other income (expense)” on the accompanying Condensed Consolidated Statements of Income for the nine months ended September 30, 2011. As of September 30, 2011, the Company did not hold any instruments that qualified as cash flow hedge derivatives.

The table below outlines the effects the Company’s derivative financial instruments had on its accompanying Condensed Consolidated Balance Sheets as of September 30, 2011, and December 31, 2010 (in thousands):

The table below outlines the effects the Company’s derivative financial instruments had on its accompanying Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2011 and 2010 (in thousands):

NOTE 6 – FAIR VALUE MEASUREMENTSDERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company uses the fair value hierarchy, which prioritizes the inputs used to measure the fair value of certain of its financial instruments. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company uses the income and market approaches to determine the fair value of its assets and liabilities. The three levels of the fair value hierarchy are set forth below:

Senior notes:

The carrying amounts of the Company’s senior notes are included in “Long-term debt, less current portion” on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2011. The table below identifies the estimated fair value of the Company’s senior notes as of September 30, 2011, which was determined by reference to quoted market prices (Level 1) (in thousands):

Interest rate swap contracts:

The fair value of the Company’s outstandingentered into interest rate swap contracts as discussed in Note 3 and Note 5, was included in “Other current liabilities”with various counterparties to mitigate cash flow risk associated with floating interest rates on the accompanying Condensed Consolidated Balance Sheets as of December 31, 2010.outstanding borrowings under its previous asset-based revolving credit facility (the “ABL Credit Facility”). The fair value of the interest rate swap contracts was based on the discounted net present value of the swaps using third party quotes (Level 2). Changes in fair market value were recorded in “Accumulated other comprehensive loss” on the accompanying Condensed Consolidated Balance Sheets, and changes resulting from the termination of the interest rate swap contracts were recorded in “Other income (expense)” on the accompanying Condensed Consolidated Statements of Income. All ofdesignated as cash flow hedges with interest payments designed to offset the interest rate swap contracts that existed as of December 31, 2010, were terminated at the Company’s request on January 14, 2011, concurrent with the retirement of the ABL Credit Facility and the issuance of its 4.875% Senior Notes due 2021, as discussed in Note 3 and Note 5. The table below identifies the fair value of the Company’s interest rate swap contracts as of December 31, 2010 (in thousands):

Asset-based revolving credit facility:

The Company determined that the estimated fair value of its ABL Credit Facility, as discussed in Note 3, approximated the carrying amount of $356.0 million at December 31, 2010, which is included in “Long-term debt, less current portion” on the accompanying Condensed Consolidated Balance Sheets as of December 31, 2010. These valuations were determined by consulting investment bankers, the Company’s observations of the value tendered by counterparties moving into and out of the facility and an analysis of the changes in credit spreadspayments for comparable companies in the industry (Level 2). All outstanding borrowings under the ABL Credit Facility were repaid onthat corresponded with the notional amounts of the swaps. In January 14,of 2011, and the facilityABL Credit Facility was retired concurrent with the issuance of the Company’s 4.875% Senior Notes due 2021 as discussed in(see Note 3.

Other financial instruments:

The Company’s Condensed Consolidated Balance Sheets include other financial instruments, including cash4), and cash equivalents, accounts receivable, amounts receivable from vendors and accounts payable. Due to the short-term nature of these financial instruments, the Company believes that the carrying values of these instruments approximate their fair values.

NOTE 7 – SHAREHOLDERS’ EQUITY

Accumulated other comprehensive loss:

Unrealized losses, net of tax, fromall interest rate swap contracts were terminated at the Company’s request. The Company recognized a charge of $4.2 million related to the termination of the interest rate swap contracts, which was included as a component of “Other income (expense)” in the accompanying Condensed Consolidated Statements of Income for the three months ended March 31, 2011. As of March 31, 2012, the Company did not hold any instruments that qualified as cash flow hedges werehedge derivatives.

The table below outlines the effects the Company’s derivative financial instruments had on its accompanying Condensed Consolidated Statements of Income for the three months ended March 31, 2012 and 2011 (in thousands):

NOTE 7 – WARRANTIES

The Company provides warranties on certain merchandise it sells with warranty periods ranging from 30 days to limited lifetime warranties. The risk of loss arising from warranty claims is typically the obligation of the Company’s vendors. Certain vendors provide upfront allowances to the Company in lieu of accepting the obligation for warranty claims. For this merchandise, when sold, the Company bears the risk of loss associated with the cost of warranty claims. Differences between vendor allowances received by the Company in lieu of warranty obligations and estimated warranty expense are recorded as an adjustment to cost of sales. Estimated warranty costs are based on the historical failure rate of each individual product line and are recorded as obligations. The Company’s historical experience has been that failure rates are relatively consistent over time and that the ultimate cost of warranty claims to the Company has been driven by volume of units sold as opposed to fluctuations in failure rates or the variation of the cost of individual claims. The Company’s product warranty liabilities are included in “Accumulated other comprehensive loss”“Other liabilities” on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2012, and December 31, 2010. As discussed in Notes 3 and 5, all interest rate swap contracts were terminated on January 14, 2011. No adjustments were made to “Accumulated other comprehensive loss” for the three months ended September 30, 2011. The adjustment to “Accumulated other comprehensive loss” for the nine months ended September 30, 2011, totaled $4.8 million with a corresponding tax asset of $1.8 million, resulting in a net of tax effect of $3.0 million.

The following table identifies the changes in “Accumulated other comprehensive loss” on the accompanying Condensed Consolidated Balance SheetsCompany’s aggregate product warranty liabilities for the ninethree months ended September 30, 2011March 31, 2012 (in thousands):

Comprehensive income for the three and nine months ended September 30, 2011, was $148.4 million and $387.7 million, respectively. Comprehensive income for the three and nine months ended September 30, 2010, was $117.9 million and $317.5 million, respectively.

Share repurchase program:NOTE 8 – SHARE REPURCHASE PROGRAM

On January 11, 2011,Under the Company’s share repurchase program, as approved by the Board of Directors, approved a $500 million share repurchase program. Under the program, the Company may, from time to time, repurchase shares of its common stock, solely through open market purchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate trading policy requirements and overall market conditions, for a three-year period. On August 5, 2011, the Company’s Board of Directors approved a resolution to increase the authorization under the share repurchase program by an additional $500 million, raising the cumulative authorization under the share repurchase program to $1 billion. The additional $500 million authorization is effective for a three-year period, beginning on August 5, 2011.conditions. The Company and its Board of Directors may increase or otherwise modify, renew, suspend or terminate the share repurchase program at any time, without prior notice.

The Company repurchased 8.21.8 million shares of its common stock under its publicly announced share repurchase program during the three months ended September 30, 2011,March 31, 2012, at an average price per share of $61.51,$87.01, for a total investment of $502.1$154.0 million. The Company repurchased 14.12.6 million shares of its common stock under its share repurchase program during the ninethree months ended September 30,March 31, 2011, at an average price per share of $59.69,$55.54, for a total investment of $840.0$145.0 million. As of September 30, 2011,March 31, 2012, the Company had $160.0$369.7 million remaining under its share repurchase program. From OctoberApril 1, 2011,2012, through and including November 8, 2011,May 9, 2012, the Company repurchased 0.3 million shares of its common stock at an average price of $65.83,$102.77, for a total investment of $19.2$30.6 million. The Company has repurchased a total of 17.9 million shares of its common stock under its share repurchase program since the inception of the program in January of 2011 through May 9, 2012, at an average price of $64.69, for an aggregate investment of $1.2 billion.

NOTE 89 – SHARE-BASED EMPLOYEE COMPENSATION PLANS AND OTHER COMPENSATION AND BENEFIT PLANS

The Company recognizes share-based compensation expense based on the fair value of the grants, awards or shares at the time of the grant, award or issuance. Share-based payments includecompensation includes stock option awards issued under the Company’s employee stock option plan,incentive plans and director stock option plan, restricted stock awarded under the Company’s employee incentive plans, performance incentive plan and director stock plan and stock issued through the Company’s employee stock purchase plan and stock awarded to employees through other benefit programs.plan.

Stock options:

The Company’s stock-based incentive plans provide for the granting of stock options for the purchase of common stock of the Company to directors and certain key employees of the Company. Options are granted at an exercise price that is equal to the closing market price of the Company’s common stock on the date of the grant. Director options granted under the planplans expire after seven years and are fully vested after six months. Employee options granted under the plans expire after ten years and typically vest 25% per year, over four years. The Company records compensation expense for the grant date fair value of the option awards, adjusted for estimated forfeitures, evenly over the vesting period under the straight-line method. period.

The following table below identifies the stock option activity under these plans during the ninethree months ended September 30, 2011:

		Shares				Weighted- Average Exercise Price
Outstanding at December 31, 2010			8,394,854			$	30.37
Granted			1,282,865				59.92
Exercised			(1,344,162	)			26.83
Forfeited			(554,220	)			41.16
Outstanding at September 30, 2011			7,779,337				35.14
Exercisable at September 30, 2011			4,113,982			$	26.72

The Company recognized stock option compensation expense of $4.6 million and $13.7 million for the three and nine months ended September 30, 2011, respectively, and recognized a corresponding income tax benefit of $1.8 million and $5.3 million, respectively. The Company recognized stock option compensation expense of $3.8 million and $11.3 million for the three and nine months ended September 30, 2010, respectively, and recognized a corresponding income tax benefit of $1.5 million and $4.3 million, respectively.

The fair value of each stock option grantaward is estimated on the date of the grant using the Black-Scholes option pricing model. The Black-Scholes model requires the use of assumptions, including expected volatility, expected life, the risk free rate, expected life, expected volatility and the expected dividend yield. Expected volatility is based upon the historical volatility of the Company’s stock. Expected life represents the period of time that options granted are expected to be outstanding. The Company uses historical data and experience to estimate the expected life of options granted. The risk free interest rates for periods within the contractual life of the options are based on the United States Treasury rates in effect at the time the options are granted for the options’ expected life.

•

Expected life—Represents the period of time that options granted are expected to be outstanding. The Company uses historical experience to estimate the expected life of options granted.

The table below identifies the weighted-average assumptions used for grants issuedawarded during the three months ended March 31, 2012 and 2011:

The Company’s forfeiture rate is the estimated percentage of options awarded that are expected to be forfeited or cancelled prior to becoming fully vested. The Company’s estimate is evaluated periodically, and is based upon historical experience at the time of evaluation and reduces expense ratably over the vesting period.

The following table summarizes activity related to stock options awarded by the Company for the ninethree months ended September 30, 2011March 31, 2012 and 2010:2011:

The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2011, was $16.26 compared to $13.58 for the nine months ended September 30, 2010. The remaining unrecognized compensation expense related to unvested stock option awards at September 30, 2011,March 31, 2012, was $38.0$33.9 million and the weighted-average period of time over which this cost will be recognized is 2.83.0 years.

Other share-based compensation and benefit plans:

The Company sponsors other share-based compensation and benefit plans including an employee stock purchase plan (the “ESPP”), which permits all eligible employees to purchase shares of the Company’s common stock at 85% of the fair market value, a performance incentive plan, under which provides for the Company’s senior management is awardedaward of shares of restricted stock to its corporate and senior management that vest equallyevenly over a three-year period and are held in escrow until such vesting has occurred, and a compensation plan, under which provides for the award of shares of restricted stock to the Company’s independent directors are awarded shares of restricted stock that vest equallyevenly over a three-year period.period and are held in escrow until such vesting has occurred. Compensation expense recognized under these plans is measured based on the closing market price of the Company’s common stock on the date of award and is recorded evenly over the vesting period. During

The table below summarized activity related to the Company’s other share-based compensation and benefit plans for the three and nine months ended September 30, 2011, the Company recorded $0.8 millionMarch 31, 2012 and $2.2 million of compensation expense for benefits provided under these plans, respectively, and a corresponding income tax benefit of $0.2 million and $0.8 million, respectively. During the three and nine months ended September 30, 2010, the Company recorded $0.5 million and $1.5 million of compensation expense for benefits provided under these plans, respectively, and recognized a corresponding income tax benefit of $0.2 million and $0.6 million, respectively.2011:

NOTE 910 – EARNINGS PER SHARE

The following table below summarizesreconciles the computation ofnumerator and denominator used in the basic and diluted earnings per share calculations for the three and nine months ended September 30,March 31, 2012 and 2011 and 2010 (in thousands, except per share data):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2011				2010				2011				2010
Numerator (basic and diluted):
Net income		$	148,439			$	116,542			$	384,685			$	313,613
Denominator:
Denominator for basic earnings per share– weighted-average shares			132,777				138,831				136,895				138,219
Effect of stock options (see Note 8)			2,256				2,236				2,288				2,192
Effect of exchangeable notes			—				639				—				463
Denominator for diluted earnings per share— adjusted weighted-average shares and assumed conversion			135,033				141,706				139,183				140,874
Earnings per share-basic		$	1.12			$	0.84			$	2.81			$	2.27
Earnings per share-assuming dilution		$	1.10			$	0.82			$	2.76			$	2.23

For the three and nine months ended September 30,March 31, 2012 and 2011, and 2010, the computation of diluted earnings per share did not include certain common stock equivalents. These common stock equivalents represent underlying stock options not included in the computation of diluted earnings per share, because the inclusion of such equivalents would have been antidilutive. The table below identifies

From April 1, 2012, through and including May 9, 2012, the antidilutiveCompany repurchased 0.3 million shares of its common stock optionsat an average price of $102.77, for the three and nine months ended September 30, 2011 and 2010 (in thousands, except per share data):

The exchangeable notes were retired in Decembera total investment of 2010, and therefore had no dilutive effect on 2011 results. Incremental net shares for the exchange feature of the exchangeable notes were included in the diluted earnings per share calculation for the three and nine months ended September 30, 2010.$30.6 million.

NOTE 1011 – LEGAL MATTERS

O’Reilly Litigation:

O’Reilly is currently involved in litigation incidental to the ordinary conduct of the Company’s business. The Company records reserves for litigation losses in instances where a material adverse outcome is probable and the Company is able to reasonably estimate the probable loss. The Company reserves for an estimate of material legal costs to be incurred in pending litigation matters. Although the Company cannot ascertain the amount of liability that it may incur from any of these matters, it does not currently believe that, in the aggregate, these matters, taking into account applicable insurance and reserves, will have a material adverse effect on its consolidated financial position, results of operations or cash flows in a particular quarter or annual period.

In addition, O’Reilly iswas involved in resolving the governmental investigations that were being conducted against CSK and CSK’s former officers and other litigation, prior to its acquisition by O’Reilly, as described below.

CSK Pre-Acquisition Matters – Governmental Investigations and Actions:

As previously reported, the pre-acquisition Securities and Exchange Commission (“SEC”) investigation of CSK, which commenced in 2006, was settled in May of 2009 by administrative order without fines, disgorgement or other financial remedies. With respect to the Department of Justice (“DOJ”) investigation into CSK’s pre-acquisition accounting practices, CSK, O’Reilly and the DOJ executed a Non-Prosecution Agreement (“NPA”) in August of 2011. As a result, during the third quarter of 2011, the Company paid the previously disclosed one-time monetary penalty of $20.9 million. With the completion of the NPA, these governmental investigations of CSK regarding its legacy pre-acquisition accounting practices have concluded.

Notwithstanding the Non-Prosecution Agreement with the DOJ, several of CSK’s former directors or officers and current or former employees have been or may be interviewed or deposed as part of All criminal administrative and civil investigations and lawsuits. As described below, certaincharges against former employees of CSK arerelated to its legacy pre-acquisition accounting practices, as well as the subject of civil and criminal litigation commencedfiled against CSK’s former Chief Executive Officer by the government. Securities and Exchange Commission (“SEC”), have concluded. In addition, final judgment was entered on April 18, 2012, in the SEC’s action against CSK’s former Chief Financial Officer, Controller and Director of Credit and Receivables. As a result, all existing litigation arising out of CSK’s legacy pre-acquisition accounting practices has now concluded.

Under Delaware law, the charter documents of the CSK entities and certain indemnification agreements, CSK hasmay have certain obligations to indemnify these persons and, as a result, O’Reilly is currently incurring legal fees on behalf of these persons in relation to these pending and unresolved matters. Some of these indemnification obligations and other related costs may not be covered by CSK’s insurance policies.

As previously reported, on May 13, 2011, former CSK Chief Financial Officer Don Watson pled guilty to one count of conspiracy to commit securities fraud and mail fraud. He was sentenced on September 19, 2011. With Watson’s guilty plea and sentencing, his criminal proceeding has reached finality. CSK’s former Controller and former Director of Credit and Receivables pled guilty to obstruction of justice and are scheduled to be sentenced on November 7, 2011. In addition, the previously reported SEC complaint against these same three former employees for alleged misconduct related to CSK’s historical accounting practices remains ongoing.

The action filed by the SEC on July 22, 2009, against Maynard L. Jenkins, the former Chief Executive Officer of CSK, seeking reimbursement from Mr. Jenkins of certain bonuses and stock sale profits pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, as previously reported, also continues. On August 10, 2011, the parties were ordered to mediation on September 27, 2011.

obligations. As a result of the CSK acquisition, O’Reilly has incurred and expects to continue to incur additional legal fees and expensescosts related to thethese potential indemnity obligations arising from the litigation commenced by the DOJDepartment of Justice and SEC ofagainst CSK’s former employees untilemployees. Whether those legal fees and costs are covered by CSK’s insurance is subject to uncertainty, and, given its complexity and scope, the final resolution of the remaining matters as described more fully above.outcome cannot be predicted at this time. O’Reilly has a remaining reserve, with respect to the indemnification obligations of $15.7$14.1 million at September 30, 2011,March 31, 2012, which relates to both expected additional legal fees and expenses and to the payment of those legal fees and expensescosts already incurred and which were primarily recorded as an assumed liability in the Company’s allocation of the purchase price of CSK.

The foregoing governmental investigations and indemnification matters are subject to many uncertainties, and, given their complexity and scope, their final outcome cannot be predicted at this time.incurred. It is possible that in a particular quarter or annual period the Company’s results of operations and cash flows could be materially affected by an ultimate resolution of such matters,matter, depending, in part, upon the results of operations or cash flows for such period. However, at this time, management believes that the ultimate outcome of all of such regulatory proceedings and other matters that are pending,this matter, after consideration of applicable reserves and potentially available insurance coverage benefits not contemplated in recorded reserves, should not have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

NOTE 1112 – RECENT ACCOUNTING PRONOUNCEMENTS

In May of 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04,Amendments to Achieve Common Fair Value Measurement and Disclosure RequirementsNo recent accounting pronouncements or changes in U.S. GAAP and International Financial Reporting Standards (“2011-04”). ASU 2011-04 was issued to bring the definition of fair value, the guidance for fair value measurement and the disclosure requirements under U.S. GAAP and International Financial Reporting Standards (“IFRS”)accounting pronouncements have occurred since those discussed in line with one another. ASU 2011-04 also enhances the disclosure requirements for changes and transfers within the valuation hierarchy levels, particularly valuations in Level 3 fair value measurements, and is effective for periods beginning after December 15, 2011. The application of this guidance affects disclosures only and therefore, will not have an impact on the Company’s consolidated financial condition, results of operations or cash flows.

In June of 2011, the FASB issued ASU No. 2011-05,Presentation of Comprehensive Income (“2011-05”). ASU 2011-05 was issued to improve the comparability of financial reporting between U.S. GAAP and IFRS, and eliminates previous U.S. GAAP guidance that allowed an entity to present components of other comprehensive income (“OCI”) as part of its statement of changes in shareholders’ equity. With the issuance of ASU 2011-05, companies are now required to report all components of OCI either in a single continuous statement of total comprehensive income, which includes components of both OCI and net income, or in a separate statement appearing consecutively with the statement of income. ASU 2011-05 does not affect current guidanceAnnual Report on Form 10-K for the accountingyear ended December 31, 2011, that are of material significance, or have potential material significance, to the components of OCI, or which items are included within total comprehensive income, and is effective for periods beginning after December 15, 2011, with early adoption permitted. The application of this guidance affects presentation only and therefore, will not have an impact on the Company’s consolidated financial condition, results of operations or cash flows.

In September of 2011, the FASB issued ASU No. 2011-08,Testing Goodwill for Impairment (“2011-08”). ASU 2011-08 was issued to simplify the impairment test of goodwill, by allowing entities to use a qualitative approach to determine whether goodwill impairment might exist, before completing the entire impairment test. Under ASU 2011-08, an entity has the option to first assess any qualitative factors that would lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The changes under ASU 2011-08 are effective for public companies for annual and interim testing performed for periods beginning after December 15, 2011, with early adoption permitted. The Company will adopt this guidance with its 2011 annual impairment testing. The application of this guidance is not anticipated to impact the Company’s consolidated financial condition, results of operations or cash flows.Company.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated, “we,” “us,” “our” and similar terms, as well as references to the “Company” or “O’Reilly” refer to O’Reilly Automotive, Inc. and its subsidiaries.

In Management’s Discussion and Analysis, (“MD&A”), we provide a historical and prospective narrative of our general financial condition, results of operations, liquidity and certain other factors that may affect our future results, which are identified below:including:

The review of MD&AManagement’s Discussion and Analysis should be made in conjunction with our condensed consolidated financial statements, related notes and other financial information included elsewhere in this quarterly report.

FORWARD-LOOKING STATEMENTS

We claim the protection of the safe-harbor for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “expect,” “believe,” “anticipate,” “should,” “plan,” “intend,” “estimate,” “project,” “will” or similar words. In addition, statements contained within this quarterly report that are not historical facts are forward-looking statements, such as statements discussing among other things, expected growth, store development, integration and expansion strategy, business strategies, future revenues and future performance. These forward-looking statements are based on estimates, projections, beliefs and assumptions and are not guarantees of future events and results. Such statements are subject to risks, uncertainties and assumptions, including, but not limited to, competition, product demand, the market for auto parts, the economy in general, inflation, consumer debt levels, governmental approvals,regulations, our increased debt levels, credit ratings on our public debt, our ability to hire and retain qualified employees, risks associated with the performance of acquired businesses such as CSK Auto Corporation, (“CSK”), weather, terrorist activities, war and the threat of war. Actual results may materially differ from anticipated results described or implied in these forward-looking statements. Please refer to the “Risk Factors” section of our annual report on Form 10-K for the year ended December 31, 2010,2011, for additional factors that could materially affect our financial performance. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

COMPANY OVERVIEW

We are one of the largesta specialty retailersretailer of automotive aftermarket parts, tools, supplies, equipment and accessories in the U.S.,United States. We are one of the largest automotive aftermarket specialty retailers, selling our products to both do-it-yourself (“DIY”) customers and professional service providers. During the third quarter ended September 30, 2011, we opened 50 stores, and did not close any stores. During the nine months ended September 30, 2011, we opened 149 stores, and closed 12 stores. As of September 30, 2011, we operated 3,707 stores in 39 states.

providers, our “dual market strategy”. Our stores carry an extensive product line including the products identified below:

Manyprice for most of the product lines we offer. For many of our product offerings, this quality differentiation reflects “good”, “better”, and “best” alternatives. Our sales and total gross margin dollars are highest for the “best” quality category of products. Consumers’ willingness to select products at a higher point on the value spectrum is a driver of sales and profitability in our industry.

Our stores offer enhanced services and programs to our customers, including those identified below:

Our strategy is to open new stores to achieve greater penetration into existing markets and expansion into new, contiguous markets. We plan to open 170180 net, new stores in 2011.2012. We typically open new stores either by (i) constructing a new store at a sitefacility or renovating an existing one on property we purchase or lease and stocking the new store with fixtures and inventory,inventory; (ii) acquiring an independently owned auto parts store, typically by the purchase of substantially all of the inventory and other assets (other than realty) of such store,store; or (iii) purchasing multi-store chains. We believe that our dual market strategy of targeting both the DIY retail customer and professional service provider positions us extremely well to take advantage of growth in the automotive aftermarket business. We believe our investment in store growth will be funded with the cash flows expected to be generated by our existing operations and through available borrowings under our existing credit facility. During the first quarter ended March 31, 2012, we opened 73 stores, and closed 4 stores, and as of that date, operated 3,809 stores in 39 states.

We provide our customers with an assortmentOperating within the retail industry, we are influenced by a number of productsgeneral macroeconomic factors including, but not limited to, fuel costs, unemployment rates, consumer preferences and spending habits, and competition. The difficult conditions that are differentiated by qualityaffected the overall macroeconomic environment in recent years continue to impact O’Reilly and price for most of the product lines we offer. For many of our product offerings, this quality differentiation reflects “good”, “better”, and “best” alternatives. Our sales and total gross margin dollars are highest for the “best” quality category of products. Our customer’s willingness to select products at a higher point on the value spectrum is a driver of sales and profitability for our business.retail sector in general. We believe that the average consumer’s tendency has been to “trade-down” to lower quality products during the recent challenging macroeconomic conditions. We have ongoing initiatives aimed at tailoring our product offering to adjust to customers’ changing preferences; however, we also continue to have initiatives focused on marketing and training to educate customers on the advantages of purchasing up on the value spectrum. We believe these ongoing initiatives targeted toat marketing higher quality products towill result in our customers and expect our customers to be more willingcustomers’ willingness to return to purchasing up on the value spectrum in the future as the U.S. economy recovers.

KEY DEMAND DRIVERS OF THE AUTOMOTIVE AFTERMARKETrecovers; however, we cannot predict whether, when, or the manner in which, these economic conditions will change.

We believe thatthe key drivers of current and future demand of the products sold within the automotive aftermarket include the number of U.S. miles driven, number of U.S. registered vehicles, new light vehicle registrations, average vehicle age unperformed maintenance and unemployment are key drivers of current and future demand of products sold within the automotive aftermarket.unemployment.

We remain confident in our ability to continue to gain market share repurchase program at any time without prior notice. As of November 8, 2011, we had repurchased approximately 14 million shares of our common stock at an aggregate cost of $859 million under this program.

On January 14, 2011, we issued $500 million aggregate principal amount of unsecured 4.875% Senior Notes due 2021 (“4.875% Senior Notes due 2021”) in the public market with United Missouri Bank, N.A. (“UMB”) as trustee, which were guaranteed by certain of our subsidiaries (the “Subsidiary Guarantors”). The 4.875% Senior Notes due 2021 were issued at 99.297% of their face value and will mature on January 14, 2021. The net proceeds from the 4.875% Senior Notes due 2021 issuance were used to repay all of our outstanding borrowings under our existing secured asset-based revolving credit facility (the “ABL Credit Facility”), pay fees associated withmarkets and grow our business in new markets by focusing on our dual market strategy and the offeringcore O’Reilly values of customer service and for general corporate purposes. Concurrent with the issuance of the 4.875% Senior Notes due 2021, we entered into a credit agreement for a $750 million unsecured revolving credit facility (the “Revolver”) arranged by Bank of America (“BA”) and Barclays Capital, which replaced the previous ABL Credit Facility, and was scheduled to mature on January 13, 2016. All remaining debt issuance costs related to our previous ABL Credit Facility, totaling $22 million were written off, and all interest rate swap agreements related to notional amounts under the ABL Credit Facility, with a carrying value of $4 million, were terminated and charged to earnings as one-time, non-recurring items upon the repayment and retirement of the ABL Credit Facility in January of 2011.

On September 9, 2011, we amended our credit agreement (the “Credit Agreement”), reducing the aggregate commitments under the facility to $660 million, extending the maturity date on the Credit Agreement to September 9, 2016, and reducing the facility fee and interest rate margins for borrowings under the Revolver. In conjunction with the amendment, we recognized a one-time charge related to the modification in the amount of $0.3 million, which is included in “Other income (expense)” on the accompanying Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2011.

On September 19, 2011, we issued $300 million aggregate principal amount of unsecured 4.625% Senior Notes due 2021 (“4.625% Senior Notes due 2021”) in the public market with UMB as trustee, which were guaranteed by the Subsidiary Guarantors. The 4.625% Senior Notes due 2021 were issued at 99.826% of their face value and will mature on September 15, 2021. The net proceeds from the 4.625% Senior Notes due 2021 issuance were used to pay fees and expenses related to the offering, with the remainder intended to repay borrowings outstanding, from time to time, under the Revolver and for general corporate purposes, including share repurchases.expense control.